Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
MuniServices LLC; 2014-04-22;
AMENDMENT N0.1 TO EXTEND THE AGREEMENT FOR SALES AND USE TAX AUDITING, ANALYSIS AND REPORTING SERVICES (MUNISERVICES, LLC) This Amendment No.1 is entered into and effective as of the ,9... {pth day of __ ....,_.,...._,,_...,.__.. ___ ~---' 20.J3., extending the agreement dated April 22, 2014 (the "Agreeme t" by and between the City of Carlsbad, a municipal corporation, ("City"), and Muniservices, LLC, ("Contractor") (collectively, the "Parties") for sales and use tax auditing, analysis and reporting services. RECITALS The Parties desire to extend the Agreement for sales and use tax auditing, analysis and reporting services for a period of five (5) years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of five (5) years ending on April 22, 2024. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR By: gn here) CITY OF CARLSBAD, a municipal corporation of the State of California By: lD n ~\~L~ City Manager or Mayor or Director ])olAj 1~ ~Y\ Seni«V,u/Jt'.s;krr/- (print na'me/title) ATTEST: By: (sign here) CJ ~ra-~ BARBARA ENGLESON tf'erty Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. ~REVJrtt:: Attorney BY: //[WI -------------Assistant City Attorney City Attorney Approved Version 1/30/13 2 - GOVERNMENT REVENUE SOLUTIONS HOLDINGS LLC (Delaware Limited Liability Company) EGOV SOLUTIONS, LLC (Virginia Limited Liability Company) Written Consent of the Sole Manager of Government Revenue Solutions, LLC, MuniServlces, LLC, and eGov Solutions, LLC, and the Sole Member of Ram Ware, LLC Dated as of January 24. 2017 Pursuant to the Delaware Limited Liability Company Act and Virginia Limited Liability Company Act, the undersigned, Government Revenue Solutions Holdings LLC, a Delaware limited liability company ("GRS Holdings"), being the sole manager (the "Sole Manager") of Government Revenue Solutions, LLC, a Delaware limited liability company ("GRS Solutions"), MuniServices, LLC, a Delaware limited liability company ("GRS Muni"), and eGov Solutions, LLC, a Virginia limited liability company ("GRS eGov"), and GRS eGov, being the sole member (the "Sole Member") of Ram Ware, LLC ("Ram Ware") (GRS Solutions, GRS Muni, GRS eGov, and Ram Ware each, a "GRS Company" and together, the "GRS Companies"), hereby approve and consent to the following actions: APPOINTMENT OF GRS COMPANY OFFICERS RESOLVED, that the following officers of the GRS Companies be and they hereby are authorized and directed to take any and all actions, as they or any of them deem necessary or advisable in connection with the execution and delivery of any GRS Company client contracts or GRS Company client agreements, or proposals, renewals and/or amendments related to any GRS Company client contracts or GRS Company client agreements, including such actions related to the execution and delivery of any and all other ancillary agreements, affidavits, instruments, certificates and other documents as they or any of them deem appropriate in connection therewith: Name Craig Adler Lisa Broussard Kennon Walthall Douglas Jensen Patrick Scott Mike Melka Title Chief Executive Officer Senior Vice President Senior Vice President Senior Vice President Senior Vice President & Chief Technology Officer Chief Financial Officer and Assistant Secretary APPOINTMENT OF RAM w ARE OFFICER RESOLVED, that the following officer of Ram Ware be and he hereby is authorized and directed to take any and all actions, as he deems necessary or advisable in connection with the execution and delivery of any Ram Ware client contracts or Ram Ware client agreements, or proposals, renewals and/or amendments related to any Ram Ware client contracts or Ram Ware client agreements, including such actions related to the execution and delivery of any and all other ancillary agreements, affidavits, instruments, certificates and other documents as they or any of them deem appropriate in connection therewith: Name Rick Mekdessie Title President and Secretary OMNIBUS RESOLUTIONS RESOLVED, that the respective authorized officers of the GRS Companies and Ram Ware be, and hereby are, authorized, directed and empowered to make such filings and applications, to execute and deliver such agreements, certificates or other documents or instruments and to do or cause to be done such additional actions as may be deemed necessary or appropriate to carry out the purposes and intent of the above resolutions. [Signature Page Follows] 2 IN WITNESS WHEREOF, the undersigned has signed this Written Consent as of the date first above written. SOLE MANAGER OF GRS SOLUTIONS, GRS MUNI, AND GRS EGOV: GOVERNMENT REVENUE SOLUTIONS HOLDINGS LLC By: GRS HOL SOLE MEMBER OF RAM WARE: EGOV SOLUTIONS, LLC Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "GOVERNMENT REVENUE Page 1 SOLUTIONS HOLDINGS LLC", CHANGING ITS NAME FROM "GOVERNMENT REVENUE SOLUTIONS HOLDINGS LLC" TO "AVENU HOLDINGS, LLC", FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF MARCH, A.D. 2018, AT 2:20 O'CLOCK P.M. 6271325 8100 SR# 20181885069 You may verify this certificate on line at corp.delaware.gov/authver.shtml Authentication: 202324524 Date: 03-15-18 State of Delaware Secretary of State Division of Co111onllons Delivered 02:20 PM OJ/13/2018 FILED 02:20 PM 03/13/2018 SR 20181885069 -Flle Number 6271325 STATE OF DELAWARE CERTIFICATE OF AMENDMENT I. Name of Limited Liability Company: --------------~ Government Revenue Solutions Holdings LLC 2. The Certificate of Formation of the limited liability company is hereby amended as follows: Government Revenue Solutions Holdings LLC has changed its name to Avenu Holdings, LLC IN WITNESS WHEREOF, the undel;'}Sned have executed this Certificate on the -:::;--dayof fl""al.A . ,A.D.2018. By: {/\) ,? ~~.ti\ -V'.'t~ ... -'-----------~ Authorized Person(s) Name:Michael Melka Print or Type GOVEREV-01 CSOKOLOWSKI .. I ACORD" CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) ~ 3/11/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ij~ij!~cT Daniel R. Gunter Thow.son Flana~an Executive Liability Group rt8,NJo, Ext): (312) 239-2890 I FAX 626 . Jackson lvd. 5th Floor (A/C,No):(312) 263-1551 Chicago, IL 60661 it1lJ~ss: dgunter@thompsonflanagan.com INSURERISI AFFORDING COVERAGE NAIC# 1NsuRER A: The Continental Insurance Comoanv 35289 INSURED INSURER B : American Casualty Company of Reading, Pennsylvania 20427 Avenu Holdings, LLC INSURER c: RSUI lndemnitv 22314 7625 Palm Ave., Suite 108 INSURER D: Axis Insurance Comoanv 37273 Fresno, CA 93711 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. l~J: TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICYEFF POLICY EXP LIMITS •••~n un,n A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -□ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED 1,000,000 X 6043362567 1/24/2019 1/24/2020 PREMISES /Ea occurrence\ $ MED EXP (Anv one person\ $ 15,000 - PERSONAL & ADV INJURY $ 1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ POLICY □ ~f8r □ LOG PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ B ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident\ $ 1,000,000 ANY AUTO 6043362570 1/24/2019 1/24/2020 BODILY INJURY (Per Person\ $ --OWNED SCHEDULED -AUTOS ONLY ~ AUTOS BODILY INJURY (Per accident\ $ X HIRED X NON-OWNED Fpf;.9~2c~Jett?AMAGE $ AUTOS ONLY AUTOS ONLY $ A X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 10,000,000 -6043362584 1/24/2019 1/24/2020 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ ./ OED I X I RETENTION $ 10,000 $ B WORKERS COMPENSATION XI ~ffTUTE I I OTH-AND EMPLOYERS' LIABILITY ER Y/N 6043362536 1/24/2019 1/24/2020 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □ EL. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ C Tech E&O / Cyber LCY774107 1/24/2019 1/24/2020 Per Claim/Agg 5,000,000 / D Crime MCN620510/01/2019 1/24/2019 1/24/2020 Limit 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Per the cancellation wording listed on this form, the policy provisions include at least 30 days' notice of cancellation except for non-payment of premium. The City of Carlsbad, its agents, officers, servants and employees are named as additional insureds under the General Liability policy with respect to the operations and work performed by the named insured as required by contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad AUTHORIZED REPRESENTATIVE Attn: Finance Director ~s~-,,--1200 Carlsbad Village Drive ,.-r"A O?nnR ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: GOVEREV-01 CSOKOLOWSKI -------------------LO C #: 1 -------- ADDITIONAL REMARKS SCHEDULE AGENCY !Thompson Flanagan Executive Liability Group POLICY NUMBER SEE PAGE 1 CARRIER I: NAICCODE SEE PAGE 1 SEEP 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Named Insureds: 1. Government Revenue Solutions Holdings I, LLC 2. Avenu Holdings, LLC 3. Avenu Insights & Analytics LLC 4. MuniServices, LLC d/b/a Avenu MuniServices, LLC 5. eGov Solutions, LLC 6. Ram Ware, LLC 7. Avenu Insights, LLC 8. Avenu Canada 9. Avenu AcquireCo ULC 10. Avenu Pension Administration Solutions ULC 11. CSLS Holdings, LLC 12. CGS Local Government Solutions, LLC 13. CGSLGS Holdings, LLC 14. Conduent Unclaimed Property Systems, LLC 15. Conduent Enterprise Solutuions, LLC 16. Conduent Government Systems, LLC 17. Conduent Government Record Services, LLC 18. Conduent Title Records, LLC California Workers Compensation: NAMED INSURED Avenu Holdings, LLC 7625 Palm Ave., Suite 108 Fresno, CA 93711 EFFECTIVE DATE: SEE PAGE 1 Page 1 of 1 A separate policy number is applicable to California Workers' Compensation: 01-24-19. The same insurer (American Casualty Company of Reading, Pennsylvania) and effective date (01-24-19) are applicable. Policy number is WC643362553. Workers' Compensation limits are per state statute. Employer's Liability limits are as follows: Each Accident -$1,000,000; Disease Each Employee -$1,000,000; and Disease Policy Limit -$1,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily Injury or property damage; or (b) the offense that caused the personal and advertising Injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlllng Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising Injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as granter of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily Injury, property damage or personal and advertising Injury caused, in whole or in part, by the Named lnsured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily Injury, property damage or the offense giving rise to such personal and advertising Injury takes place prior to the termination of such lease. CNA74879XX (1-15) Page 2 of 13 The Continental Insurance Co. Insured Name: AVENU HOLDINGS LLC Policy No: 6043362567 Endorsement No: a Effective Date: 01/24/2019 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. --;;;;;;;;;;;;;;; -- - CNA E. Lessor of Land CNA PARAMOUNT General Liability Extension Endorsement Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily Injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named lnsured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions -Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named lnsured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74879:XX (1-15) Page 3 of 13 The Continental Insurance Co. Insured Name: AVENU HOLDINGS LLC Policy No: 6043362567 Endorsement No: 8 Effective Date: 01/24/2019 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. ~NA CNA PARAMOUNT General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named lnsured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising Injury caused by: a. the Named lnsured's acts or omissions; or b. the acts or omissions of those acting on the Named lnsured's behalf, in the performance of the Named lnsured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily Injury or property damage Included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily Injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily Injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at the such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily Injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) · the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74879:XX (1-15) Page 4 of 13 The Continental Insurance Co. Insured Name: AVENU HOLDINGS LLC Policy No: 6043362567 Endorsement No: a Effective Date: 01/24/2019 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. -----!!!!!!!!!!!!! - - CNA 3. This Paragraph J. also does not apply: CNA PARAMOUNT General Liability Extension Endorsement a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named lnsured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily injury, property damage, or personal and advertising injury arising out of the rendering or failure to render any professional service; 2. for bodily injury or property damage included within the products-completed operations hazard; nor 3. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part. 2. ADDITIONAL INSURED • PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY -EXPANDED DEFINITION Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74879XX (1-15) Page 5 of 13 The Continental Insurance Co. Insured Name: AVENU HOLDINGS LLC Policy No: 6043362567 Endorsement No: s Effective Date: 01/24/2019 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office. Inc .. with Its pem,lsslon. AGREEMENT FOR SALES AND USE TAX AUDITING, ANALYSIS AND REPORTING SERVICES (MUNISERVICES, LLC) THIS AGREEMENT is made and entered into as of the ^^"^ day ot April , 2014, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and MuniSen/ices, LLC, a Limited Liability Company, ("Contractor"). RECITALS A. City requires the professional services of a consulting firm that is experienced in sales tax auditing, analysis and reporting. B. Contractor has the necessary experience in providing professional services and advice related to sales tax auditing, analysis and reporting. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Sen/ices") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Sen/ices, Contractor will exercise the reasonable professional care and skill customanly exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of five (5) years from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional five (5) year period or part thereof Sales and Use Tax Analysis and Reporting Services (STARS) shall not exceed four thousand dollars ($4,000) per Agreement year, plus an adjustment at the beginning of each calendar year by the percentage change in the Consumer Price Index - West Urban (CPI-WU) as reported by the Bureau of Labor Statistics, with the base year and month being that of the effective date of this Agreement. The Sales and Use Tax Audit (SUTA) services performed by Contractor may result in corrections of misallocations and other revenue after cessation of sen/ices performed for the City; in which case, the City will pay MuniSen/ices per the terms of the Agreement for sen/ices begun before termination or expiration of the Agreement, even if the monies are received after termination or expiration. Contractor will provide the City with the list of accounts submitted but not yet corrected as of the expiration or termination within a reasonable time after the expiration or termination ("completion list"). MuniServices is allowed to continue working those accounts on the completion list for a reasonable time to obtain correction. MuniServices will be entitled to payment for corrections that occur after termination that are on the completion list, and to payment for accounts that have corrected before termination, but still have fonA/ard quarters left City Attorney Approved Version 1/30/13 to bill at the time of termination. City will take necessary steps to allow Contractor to continue to receive the required information from the SBE during this completion period. Sales and Use Tax Audit (SUTA) sen/ices will be provided on an eighteen percent (18%) contingency fee of the payment corrections received by the City. Extensions will be based upon a satisfactory review of Contractor's performance. City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5 COMPENSATION Payment for Sales and Use Tax Analysis and Reporting Services (STARS) shall be four thousand dollars ($4,000) per Agreement year (paid quarterly), plus an adjustment at the beginning of each calendar year by the percentage change in the Consumer Price Index - West Urban (CPI-WU) as reported by the Bureau of Labor Statistics. The initial Consumer Price Index used for the first CPI adjustment will be the CPI-WU for the month in which the agreement is fully signed with the first adjustment to occur at the beginning of the Calendar year following the first full calendar year of service. Payment for Sales and Use Tax Audit (SUTA) sen/ices will be based on an eighteen percent (18%) contingency fee, and shall be paid quarterly, after the City has received the revenue from the correction and the quarterly distribution report has verified this receipt. This fee shall apply to six (6) quarters after the Date of Correction and all eligible prior quarters back to and including the three (3) quarters prior to the Date of Knowledge quarter. As used herein, the Date of Knowledge is the quarter during which MuniServices notifies the State Board of Equalization (SBE) of the existence of a misallocation. As used herein, the Date of Correction refers to the quarter in which the taxpayer has correctly reported the local tax and the SBE distributes the local tax properly to City based on the taxpayer's reporting, together with any prior period reallocations. For Quarterly Distribution Report (QDR) Misallocations detected and corrected, MuniSen/ices compensation will only include the quarters in which the misallocation actually occurred. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide sen/ices under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to City Attorney Approved Version 1/30/13 Id make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnification amount from any balance owing to Contractor, but only to the extent Contractor has not already made such a payment or contribution. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Sen/ices without prior written approval of City. If Contractor subcontracts any of the Sen/ices, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City resen/es the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee of the Contractor under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VM". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. City Attorney Approved Version 1/30/13 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of two years following the date of completion of the work. I I If box is checked. Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City, except in cases of non-payment; in that case, the notice is ten (10) days. Notice must be sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS UCENSE Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement, as may be amended from time-to-time. City Attorney Approved Version 1/30/13 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be cleariy identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product that Contractor provides to City, produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. CERTIFICATION OF CONFIDENTIALITY Section 7056 of the State of California Revenue and Taxation Code specifically limits the disclosure of confidential taxpayer information contained in the records of the State Board of Equalization. This section specifies the conditions under which a City or county may authorize persons other than officers and employees to examine State Sales and Use Tax records. A. The Consultant is authorized by this Agreement to examine sales and use tax records of the State Board of Equalization provided to City pursuant to contract under the Bradley-Burns Uniform Sales and Use Tax Law. B. The Consultant is required to disclose information contained in, or derived from, those sales and use tax records only to an officer or employee of the City who is authorized by resolution to examine the information. C. The Consultant is prohibited from performing consulting services for a retailer during the term of the Agreement. D. The Consultant is prohibited from retaining the information contained in, or derived from, those sales and use tax records, after this Agreement has expired. Information obtained by examination of State Board of Equalization records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the City as set forth by resolution adopted pursuant to Section 7056(b) of the Revenue and Taxation Code. The resolution shall designate the Consultant as a person authorized to examine sales and use tax records and certify that this Agreement meets the requirements set for above and in Section 7056(b)(1) ofthe Revenue and Taxation Code. The Consultant hereby certifies that any and all information examined in the conduct of work performed is to be utilized only for those purposes authorized by the City and by the Bradley- Burns Local Sales and Use Tax Law. 15. COPYRIGHTS Contractor agrees that all copyrights in work product excluding software will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. City Attorney Approved Version 1/30/13 16. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv Name Charies McBride Title Admin Services Director For Contractor Name Doug Jensen Title SVP Client Sen/ices Department Administrative Services City of Carisbad Address 1635 Faraday Avenue Carlsbad, CA 92008-7314 Phone No. 760-602-2430 Address 7625 N. Palm Ave., Ste. 108 Fresno, CA 93711 Phone No. 800.800.8181 ext 5012 Email Doug. Jensen(^MuniSen/ices.com Each party will notify the other in a reasonable period of time, of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Sen/ices by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware ofthe requirements ofthe Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not othenwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fonwarded to both pari:ies involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus City Attorney Approved Version 1/30/13 obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Sen/ices, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. The City will pay Contractor for services begun before termination or expiration of the Agreement, even if the monies are received after termination or expiration. Contractor will provide the City with a list of accounts submitted but not yet corrected as of the expiration or termination within a reasonable time to obtain a correction. Contractor is also entitled to payment for corrections that occur after termination that are on the completion list, and remains entitled to payment for accounts that have corrected before termination but that still have fonward quarters left to bill at the time of termination. City will also take all necessary steps to allow Contractor to continue to receive the required information from the State Board of Equalization during this completion period. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. City will pay Contractor for services begun before termination or expiration of the Agreement, even if the monies are received after termination or expiration. Contractor will provide City with a list of accounts submitted ("completion list") but not yet corrected as of the termination date. Contractor will be allowed to continue working those accounts on the completion list for a reasonable time to obtain a correction, and are entitled to payment for corrections that occur after termination that are on the completion list. The total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any claim submitted to City, related to this Agreement, must first be asserted as part of the Dispute Resolution process as set forth in this Agreement. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a City Attorney Approved Version 1/30/13 false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 1/30/13 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR By: (sign here) Doug Jensen, SVP Client Services (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation ofthe State of California By: Mayor Matt Hall Mark Packard, Mayor Pro Tem ATTEST: BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Othenwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. QBS^R, CityAttorrLey /Assistant City Attorney City Attorney Approved Version 1/30/13 n EXHIBIT "A" SCOPE OF SERVICES SALES AND USE TAX REPORTING SERVICES 1. Reporting and Analysis a. Provide an electronic database of the city's sales and use tax data to the city to facilitate monitoring, analysis and forecasting. The database will include the following features at a minimum: i) All sales tax producers in the city, including business name, address, SBOE account number, and current and historical sales tax allocations. ii) Quarterly updates. iii) Ability for the city to create and maintain subsets of the information based on geographic features. iv) Ability to define and print reports. v) Ability to export all data to a spreadsheet. vi) Provide graphs and charts showing trends and historical data. b. Provide written quarteriy sales tax reports and attend quarterly meetings with the city to discuss activity in the reports. The reports will include the following: i) Top sales tax generators ranked by the amount of sales and use tax produced. ii) Analysis of sales trends by business category, identifying by business the major increases and decreases each quarter. iii) Comparisons to other local, county and state jurisdictions. iv) Sales and use tax projections, updated quarterly. v) Information regarding state and federal legislative issues, including an analysis of their potential impact on the city. vi) Other reports as mutually agreed upon. City Attorney Approved Version 1/30/13 10 2. Sales and Use Tax Forecasting a. Provide a multi-year sales and use tax forecast including impacts of triple flip and catch-up provisions. b. Provide new commercial forecasting as needed by staff. 3. On-Going Consultation a. During the term of the contract, Consultant shall serve as the city's resource for questions relating to sales tax and assist in estimating future sales tax revenues. b. Consultant shall be available to meet with Council if requested. c. Consultant shall keep up with State and SBOE changes affecting state sales tax. PRICE: Four thousand dollars ($4,000) per Agreement year (paid quarterly), plus an adjustment at the beginning of each calendar year by the percentage change in the Consumer Price Index - West Urban (CPI-WU) as reported by the Bureau of Labor Statistics. The initial Consumer Price Index used for the first CPI adjustment will be the CPI-WU for the month in which the agreement is fully signed with the first adjustment to occur at the beginning of the Calendar year following the first full calendar year of service. SALES AND USE TAX AUDITING SERVICES 1. General Strategy a. Describe the general strategy for sales and use tax auditing. b. Define the role of city staff and records as it relates to your efforts. c. Describe your interaction with the State Board of Equalization (SBOE) and with businesses being audited. d. Identify what sources of information will be needed and the means with which they will be acquired. 2. Objectives and Methodology a. Detect, correct, and recover misallocated revenue for the city, including, but not limited to: i) Sales/use tax reporting errors and omissions of businesses within the city that are not properly registered, based on their business activities in the city. ii) Reporting of businesses that are improperiy reporting tax to state ancl county pools (i.e. classifying sales tax as use tax), thereby depriving the city of sales tax revenue. City Attorney Approved Version 1/30/13 11 iii) Sales/use tax reports errors and omissions in order to generate new, previously unrealized revenue for the city. iv) Determine if the SBOE had prior knowledge of the error(s), which could entitle the city to collect revenue from additional periods. b. Monitor and analyze the quarteriy distribution reports with a focus on the following: i) Those accounts with previously reported point-of-sale distribution errors to ensure that the corrections are made for current quarters and all eligible back quarters. ii) Those major accounts comprising ninety (90) percent or more of the city's total sales and use tax revenue to identify any irregularities or unusual deviations from the normal pattern (e.g. negative funds transfers, significant decreases, unusual increases, etc.) and ensure that the city is not receiving less revenue than it is entitled to receive. c. Identify opportunities for the city to recover the local allocation on purchase transactions subject to tax, and facilitate the recovery of such funds. d. Assist the city with strategies to preserve and enhance sales and use tax generated by existing businesses within the city. PRICE: Eighteen percent (18%) contingency fee, paid quarterly, after the City has received the revenue from the correction and the quarteriy distribution report has verified this receipt. This fee shall apply to six (6) quarters after the Date of Correction and all eligible prior quarters back to and including the three (3) quarters prior to the Date of Knowledge quarter. As used herein, the Date of Knowledge is the quarter during which MuniServices notifies the State Board of Equalization (SBE) of the existence of a misallocation. As used herein, the Date of Correction refers to the quarter in which the taxpayer has correctly reported the local tax and the SBE distributes the local tax properiy to City based on the taxpayer's reporting, together with any prior period reallocations. For Quarterly Distribution Report (QDR) Misallocations detected and corrected, MuniServices compensation will only include the quarters in which the misallocation actually occurred. City Attorney Approved Version 1/30/13 12